Form 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:

(GS) GOLDMAN SACHS INTERNATIONAL

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

FIRSTGROUP PLC

(c) Name of the party to the offer with which exempt principal trader is connected:

FIRSTGROUP PLC

(d) Date dealing undertaken:

12 April 2018

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

5p ordinary

Purchases

1,880,382

1.1204 GBP

1.0420 GBP

5p ordinary

Sales

1,339,188

1.1180 GBP

1.0390 GBP

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

5p ordinary

CFD

Reducing a long position

52,124

1.0868 GBP

5p ordinary

CFD

Reducing a long position

1,444

1.0950 GBP

5p ordinary

CFD

Reducing a long position

2,655

1.0950 GBP

5p ordinary

CFD

Reducing a long position

9,495

1.0950 GBP

5p ordinary

CFD

Reducing a long position

4,147

1.0999 GBP

5p ordinary

CFD

Reducing a long position

2,256

1.0999 GBP

5p ordinary

CFD

Reducing a long position

14,827

1.0999 GBP

5p ordinary

CFD

Opening a short position

383,912

1.1004 GBP

5p ordinary

CFD

Opening a long position

8,600

1.1010 GBP

5p ordinary

CFD

Opening a long position

30,976

1.1010 GBP

5p ordinary

CFD

Opening a long position

4,043

1.1010 GBP

5p ordinary

CFD

Reducing a long position

3,707

1.1010 GBP

5p ordinary

CFD

Reducing a long position

42,679

1.1011 GBP

5p ordinary

CFD

Reducing a long position

797

1.1049 GBP

5p ordinary

CFD

Reducing a long position

1,468

1.1049 GBP

5p ordinary

CFD

Reducing a long position

6,416

1.1049 GBP

5p ordinary

CFD

Reducing a long position

7,959

1.1085 GBP

5p ordinary

CFD

Reducing a long position

4,330

1.1085 GBP

5p ordinary

CFD

Reducing a long position

28,465

1.1085 GBP

5p ordinary

CFD

Opening a short position

9,491

1.1106 GBP

5p ordinary

CFD

Reducing a long position

4,538

1.1113 GBP

5p ordinary

CFD

Reducing a long position

2,470

1.1113 GBP

5p ordinary

CFD

Reducing a long position

16,231

1.1113 GBP

5p ordinary

CFD

Reducing a long position

90,000

1.1115 GBP

5p ordinary

CFD

Opening a long position

9,491

1.1116 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising / exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

NONE

Date of disclosure:

13 April 2018

Contact name:

Kashif Rafiq and Papa Lette

Telephone number:

+44(20) 7051 0547 / +44(20) 7774 7442

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

Market Overview

UK 350 Risers and Fallers

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